Corporations Act - Australia

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the votes cast by members entitled to vote on the resolution.

      (3) On a show of hands, a declaration by the chair is conclusive evidence of the result. Neither the chair nor the minutes need to state the number or proportion of the votes recorded in favour or against.

      Note: Even though the chair’s declaration is conclusive of the voting results, the members present may demand a poll (see paragraph 253L(3)(c)).

      253K Matters on which a poll may be demanded

      (1) A poll may be demanded on any resolution.

      (2) A registered scheme’s constitution may provide that a poll cannot be demanded on any resolution concerning:

      (a) the election of the chair of a meeting; or

      (b) the adjournment of a meeting.

      (3) A demand for a poll may be withdrawn.

      253L When a poll is effectively demanded

      (1) At a meeting of a registered scheme’s members, a poll may be demanded by:

      (a) at least 5 members present entitled to vote on the resolution; or

      (b) members present with at least 5 % of the votes that may be cast on the resolution on a poll; or

      (c) the chair.

      (2) A registered scheme’s constitution may provide that fewer members or members with a lesser percentage of votes may demand a poll.

      (3) The poll may be demanded:

      (a) before a vote is taken; or

      (b) before the voting results on a show of hands are declared; or

      (c) immediately after the voting results on a show of hands are declared.

      (4) The percentage of votes that members have is to be worked out as at close of business on the day before the poll is demanded.

      Division 7 — Minutes and members’ access to minutes

      253M Minutes

      (1) A responsible entity of a registered scheme must keep minute books in which it records within 1 month:

      (a) proceedings of meetings of the scheme’s members; and

      (b) resolutions of meetings of the scheme’s members.

      (2) The responsible entity must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chair of the meeting or the chair of the next meeting.

      (3) The responsible entity must keep the minute books at:

      (a) its registered office; or

      (b) its principal place of business in this jurisdiction; or

      (c) another place in this jurisdiction approved by ASIC.

      (3A) An offence based on subsection (1), (2) or (3) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      (4) A minute that is so recorded and signed is evidence of the proceeding or resolution to which it relates, unless the contrary is proved.

      253N Members’ access to minutes

      (1) The responsible entity of a registered scheme must ensure that the minute books for the meetings of the scheme’s members are open for inspection by members free of charge.

      (2) A member of a registered scheme may ask the responsible entity in writing for a copy of any minutes of a meeting of the scheme’s members or an extract of the minutes.

      (3) If the responsible entity does not require the member to pay for the copy, the responsible entity must send it:

      (a) within 14 days after the member asks for it; or

      (b) within any longer period that ASIC approves.

      (4) If the responsible entity requires payment for the copy, the responsible entity must send it:

      (a) within 14 days after the responsible entity receives the payment; or

      (b) within any longer period that ASIC approves.

      The amount of any payment the responsible entity requires cannot exceed the prescribed amount.

      (5) An offence based on subsection (1), (3) or (4) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      Chapter 2H — Shares

      Part 2H.1 — Issuing and converting shares

      254A Power to issue bonus, partly‑paid, preference and redeemable preference shares

      (1) A company’s power under section 124 to issue shares includes the power to issue:

      (a) bonus shares (shares for whose issue no consideration is payable to the issuing company); and

      (b) preference shares (including redeemable preference shares); and

      (c) partly‑paid shares (whether or not on the same terms for the amount of calls to be paid or the time for paying calls).

      Note: 1: Subsections 246C(5) and (6) provide that in certain circumstances the issue of preference shares is taken to be a variation of class rights.

      Note: 2: Partly‑paid shares are dealt with in sections 254M‑254N.

      Note: 3: On the issue of a bonus share there need not be any increase in the company’s share capital.

      (2) A company can issue preference shares only if the rights attached to the preference shares with respect to the following matters are set out in the company’s constitution (if any) or have been otherwise approved by special resolution of the company:

      (a) repayment of capital;

      (b) participation in surplus assets and profits;

      (c) cumulative and non‑cumulative dividends;

      (d) voting;

      (e) priority of payment of capital and dividends in relation to other shares or classes of preference shares.

      (3) Redeemable preference shares are preference shares that are issued on the terms that they are liable to be redeemed. They may be redeemable:

      (a) at a fixed time or on the happening of a particular event; or

      (b) at the company’s option; or

      (c) at the shareholder’s option.

      Note: Redeemable preference shares are dealt with in sections 254J‑254L.

      254B Terms of issue

      (1) A company may determine:

      (a) the terms on which its shares are issued; and

      (b) the rights and restrictions attaching to the shares.

      Note: 1: Details of any division of shares into classes or conversion of classes of shares must be given to ASIC by a notice in the prescribed form (see subsection 246F(1)).

      Note: 2: For public companies, any document or resolution that attaches rights to shares or varies or cancels rights attaching to shares must be lodged with ASIC (see subsection 246F(3)).

      Note: 3: Sections 246B‑246G provide safeguards in cases where class rights are cancelled or varied.

      Note: 4: The company cannot issue par value shares (see section 254C) or bearer shares (see section 254F).

      No liability companies — special terms of issue

      (2)

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